COMPARATIVE GUIDE
25 September 2024

Anti-Corruption & Bribery Comparative Guide

Anti-Corruption & Bribery Comparative Guide for the jurisdiction of Japan, check out our comparative guides section to compare across multiple countries
Japan Criminal Law

1 Legal and enforcement framework

1.1 Which legislative and regulatory provisions govern anti-corruption in your jurisdiction, from a regulatory (preventive) and enforcement (criminal) perspective?

The primary laws that govern anti-corruption in Japan are the Penal Code and the Unfair Competition Prevention Act.

The Penal Code prohibits active and passive bribery of domestic public officials (domestic bribery) (Articles 197–198). The Unfair Competition Prevention Act prohibits active bribery of foreign public officials ('foreign bribery') (Article 18), but does not prohibit passive bribery of foreign public officials.

In the private sector, the Companies Act prohibits:

  • active and passive bribery of company directors and officers (Article 967); and
  • active and passive bribery concerning the exercise of certain shareholders' rights (Article 968) (see question 2.3).

Also, some special laws include provisions that punish the bribery of those who occupy roles of a public nature (see question 2.3).

In addition, some industries regulate bribery through their internal rules. For instance, the Japan Pharmaceutical Manufacturers Association Code of Practice prohibits member companies from providing gifts or cash in order to exert inappropriate influence on the decision making of stakeholders such as:

  • researchers;
  • healthcare professionals;
  • medical institutions;
  • patient organisations; and
  • wholesalers.

The code, however, is not a statute and thus cannot provide for the imposition of criminal penalties.

1.2 Which bilateral and multilateral instruments on anti-corruption have effect in your jurisdiction?

Japan signed the Organisation for Economic Co-operation and Development (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions in 1997. The convention became effective in Japan in 1999 after the Unfair Competition Prevention Act was amended to criminalise the bribery of foreign public officials.

Japan also signed the United Nations Convention against Transnational Organized Crime in 2000 and the United Nations Convention against Corruption in 2003, both of which became effective in Japan in 2017.

1.3 Are there accessible directives or other guidance from enforcement authorities in your jurisdiction?

Domestic bribery: There are no accessible directives or guidelines on domestic bribery. However, the National Public Service Ethics Act (NPSEA) and the National Public Service Ethics Code (NPSEC) regulate the acts of national public officials. The NPSEA obliges high-ranking national public officials to submit a written report of any benefit that they receive which costs more than JPY 5,000. The NPSEC further lists various acts that are prohibited or permitted for national public officials. For example, the receipt of gifts from interested parties is in principle prohibited; but the receipt of gifts of souvenirs from interested parties at a buffet-style party that many persons attend is allowed. While the NPSEA and NPSEC regulate the acts of national public officials, their provisions may also be useful for private businesses when interacting with national public officials.

Foreign bribery: The Ministry of Economy, Trade and Industry (METI) published the Guidelines for the Prevention of Bribery of Foreign Public Officials in 2004 (most recently amended in 2021). While METI has no investigatory powers, it governs the Unfair Competition Prevention Act. The guidelines set out measures to prevent foreign bribery in the form of:

  • basic views;
  • preferred preventive system methodologies for businesses;
  • parent companies' assistance with the preventive systems of subsidiaries;
  • responses in emergency situations; and
  • other matters.

It also sets out explanations of the relevant provisions of the Unfair Competition Prevention Act.

1.4 Which bodies are responsible for enforcing the applicable laws and regulations? What powers do they have?

No particular authority has exclusive responsibility for enforcing the anti-corruption laws in Japan. As in ordinary criminal cases, police officers and public prosecutors have investigatory powers. Each prefectural police department appoints a police officer with responsibility for preventing foreign bribery. Similarly, each special investigation division in district prosecutors' offices with special responsibility for economic and financial crimes has a public prosecutor in charge. Only public prosecutors have the power to prosecute; while the courts have the power to impose criminal penalties.

1.5 What are the statistics regarding past and ongoing anti-corruption procedures in your jurisdiction?

The number of reported cases of corruption has increased in recent years. According to the White Paper on Police 2022 published by Japan's National Police Agency, in 2018, 2019, 2020 and 2021 respectively, a total of 46, 49, 57 and 72 cases of corruption were reported.

Japan was ranked as the 18th least corrupt country in the world in the Corruption Perceptions Index in 2022 published by Transparency International.

1.6 What are the shortcomings identified in your jurisdiction's anti-corruption legislation (including recommendations of the Organisation for Economic Co-operation and Development, where applicable)?

In 2019, after it had completed its Phase 4 evaluation of Japan's implementation of the OECD Anti-Bribery Convention and related instruments, the OECD Working Group on Bribery advised that Japan needed to step up enforcement of its foreign bribery laws and strengthen the powers of law enforcement agencies to proactively detect, investigate and prosecute foreign bribery offences. The working group stated that Japan demonstrated a particularly low level of anti-bribery enforcement. The enforcement rate is commensurate with neither:

  • the size and export-oriented nature of the Japanese economy; nor
  • the high-risk regions and sectors in which Japanese companies operate.

In order to improve Japan's implementation of the convention, the working group recommended that Japan take certain measures, including:

  • improving key elements of its legislative framework – in particular, to increase the level of sanctions and the limitation period for foreign bribery;
  • broadening the framework for establishing nationality jurisdiction over legal persons;
  • empowering its agencies to detect foreign bribery so that they can become more proactive in this respect;
  • ensuring that the Ministry of Justice's role in transmitting and clarifying certain allegations does not create unnecessary delays in opening investigations;
  • ensuring that the prosecution's role in conducting investigations and prosecutions is exercised independently of the executive, and in particular the Ministry of Justice and METI; and
  • ensuring that both the police and the prosecution are more proactive and coordinated when investigating foreign bribery, including by reducing reliance on voluntary measures and confessions.

2 Definitions and scope of application,

2.1 How is 'public corruption' or 'bribery of a public official' defined in the anti-corruption legislation?

'Public corruption' is not defined in the anti-corruption legislation.

Domestic bribery: The Penal Code defines:

  • 'passive bribery' of public officials as accepting, soliciting or promising to accept a bribe in connection with the exercise of the public official's duties (Article 197); and
  • 'active bribery' of public officials as giving, offering or promising to give a bribe to a public official in connection with the exercise of the public official's duties (Article 198).

Foreign bribery: While the Unfair Competition Prevention Act does not use the term 'bribery', it punishes a person that gives, offers or promises any money or other benefit to a foreign public official in order to have him or her:

  • act or refrain from acting in relation to the exercise of his or her official duties; or
  • influence another foreign public official so that the person can make any wrongful gain in business with regard to international commercial transactions.

2.2 How is a 'public official' defined in the anti-corruption legislation? How is a 'foreign public official' defined?

Domestic bribery: Article 7 of the Penal Code defines a 'public official' as:

  • a national or local government official;
  • a member of an assembly or committee; or
  • another employee engaged in the performance of public duties in accordance with laws and regulations.

Anyone who will be appointed as a public official or who has resigned from the position of public official may also be subject to the crime of bribery under Articles 197(2) and 197-3(3) of the Penal Code.

Additionally, some personnel who engage in certain jobs are deemed to be public officials for the purpose of the Penal Code under special laws. For instance, officers of the Bank of Japan, officers of the Japan Pension Organisation and the commissioner of the Tokyo Olympic Organising Committee are deemed to be public officials for the purpose of the Penal Code.

Foreign bribery: Article 18(2) of the Unfair Competition Prevention Act defines a 'foreign public official' as any person that engages in:

  • public service for foreign governments;
  • the business affairs of an entity established under foreign special laws for specific business affairs in the public interest;
  • business affairs where:
    • a majority of its shareholders are foreign governments;
    • a majority of its capital is funded by foreign governments or a majority of its officers are appointed by foreign governments; or
    • special rights and interests are granted by foreign governments;
  • public services for an international organisation; or
  • business affairs that are under the authority of foreign governments or international organisations and that are delegated by any of them.

2.3 How is 'private corruption' or 'bribery in the private sector' defined in the anti-corruption legislation?

As discussed in question 1.1, the Companies Act punishes private bribery. According to the act, the following persons must not accept, solicit or promise to accept property benefits in connection with their duties, in response to a wrongful request:

  • directors, accounting advisers, company auditors and executive officers;
  • managers;
  • employees who are delegated authority for a certain matter concerning business; and
  • financial auditors.

Anyone who has given, offered or promised to give such property benefits will also be punished.

Also, any person who has accepted, solicited or promised to accept property benefits in relation to any of the following matters in response to a wrongful request will be punished:

  • issuing a statement of opinions or exercising a voting right at a shareholders' meeting, a bondholders' meeting or a creditors' meeting;
  • exercising certain shareholders' rights under the Companies Act;
  • exercising the rights of a bondholder holding 10% or more of the total amount of bonds;
  • filing certain lawsuits under the Companies Act; or
  • intervening as a shareholder in a lawsuit.

Anyone who has given, offered or promised to give such property benefits will also be punished.

Further, some special laws punish bribery involving those who occupy roles of a public nature. For instance, the Broadcasting Act prohibits bribery of officers of the Japan Broadcasting Corporation (a state-owned broadcasting station).

2.4 How is 'bribe' defined in the anti-corruption legislation?

Domestic bribery: A 'bribe' is not defined in the Penal Code but is construed to mean anything that satisfies a person's desires. The amount or value is irrelevant. Non-proprietary benefits (eg, a job position) also constitute bribes. However, under the Penal Code, it is understood that in order to constitute bribery:

  • the bribe must be paid as compensation for the public official's conduct; and
  • the conduct must be within the scope of the public official's authority.

Foreign bribery: The Unfair Competition Prevention Act uses the term 'money or other benefit' instead of 'bribe'. The Guidelines for the Prevention of Bribery of Foreign Public Officials explain that the term 'any money or other benefit' can mean not only economic benefits, but also any benefit that serves to satisfy a demand or desire of a person. Accordingly, the term is considered to cover:

  • money;
  • property;
  • any economic benefits, such as:
    • financial benefits;
    • free rental of a house or building;
    • entertainment and paid dining; or
    • the offer of a collateral or guarantee; and
  • any and all other tangible and intangible benefits, including non-economic benefits such as a sexual relationship or job position.

2.5 What other criminal offences are identified and defined in the anti-corruption legislation?

The Penal Code punishes not only active and passive bribery, but also the following:

  • The passing of a bribe: Soliciting or promising a bribe to be given to a third party (Article 197-2); and
  • Influence peddling: Accepting, soliciting or promising to accept a bribe as consideration for influencing other public officials (Article 197-4).

Anyone who gives, offers or promises to give a bribe will also be punished (Article 198).

In addition, the Political Funds Control Act prohibits the receipt of political contributions from foreign nationals, foreign entities and organisations which are majority owned by foreign nationals or entities, except for Japanese entities that have been listed on a stock exchange for at least five years (Article 22-5).

The Public Offices Election Act prohibits the provision of benefits to voters or campaign workers for the purpose of winning, or getting someone to win or lose, an election (Article 221(1)).

2.6 Can both individuals and companies be prosecuted under the anti-corruption legislation?

Domestic bribery: The Penal Code has no provision that punishes legal entities. Therefore, companies are not prosecuted or punished.

Foreign bribery: The Unfair Competition Prevention Act stipulates that if a representative, agent, employee or other worker of a corporation has committed foreign bribery with regard to the business of the corporation, in addition to the offender being subject to punishment, the corporation will be subject to a fine of up to JPY 300 million (Article 22(1)) (so-called 'dual criminal liability provision').

2.7 Can foreign companies be prosecuted under the anti-corruption legislation?

Domestic bribery: The Penal Code has no provision that punishes legal entities (see question 2.6). Therefore, foreign companies are not prosecuted or punished.

Foreign bribery: According to the Guidelines for the Prevention of Bribery of Foreign Public Officials, foreign companies may be subject to criminal penalties (see question 2.6).

2.8 Does the anti-corruption legislation have extraterritorial reach?

Both the Penal Code and the Unfair Competition Prevention Act apply to the bribery of domestic or foreign public officials committed outside the territory of Japan only when such bribery is committed by Japanese nationals. The acts also apply to the bribery of domestic or foreign public officials committed within the territory of Japan, regardless of whether the bribery is committed by a Japanese national or a non-Japanese national.

The Guidelines for the Prevention of Bribery of Foreign Public Officials explain the offences of conspiracy, inducement, aiding and abetting as follows:

  • If a conspiracy between an overseas employee and an employee in Japan took place in Japan, as one necessary element of an offence by co-principals in conspiracy is considered to have occurred in Japan, the offence is deemed to have been committed in Japan even if the improper benefit was given outside of Japan. Thus, both the overseas employee and the employee in Japan will be culpable of the offence of foreign bribery, regardless of whether the overseas employee is a Japanese national.
  • If the principal offender perpetrated the act (eg, by giving an improper benefit) outside of Japan, but the inducement or aiding and abetting took place in Japan, an overseas employee who is a Japanese national, along with an employee in Japan who induced or aided and abetted the act, will be culpable of the offence of foreign bribery.

While the above applies to foreign bribery, it also applies to domestic bribery.

3 Corruption and bribery

3.1 How are gifts, hospitality and expenses treated in your jurisdiction?

Domestic bribery: As outlined in question 2.4, a 'bribe' is construed to mean anything that satisfies a person's desire. Therefore, gifts, hospitality or expenses may constitute a bribe if:

  • they are paid as compensation for the public official's conduct; and
  • the conduct is within the scope of the public official's authority.

Foreign bribery: As discussed in question 2.4, the Unfair Competition Prevention Act uses the term 'money or other benefit' instead of 'bribe'. The Guidelines for the Prevention of Bribery of Foreign Public Officials explain that the term includes not only economic benefits, but also any benefits that serve to satisfy a demand or desire of a person. Accordingly, gifts, hospitality and expenses may constitute 'money or other benefit' for the purposes of the Unfair Competition Prevention Act. The guidelines further note that if something is given purely for general socialising or to foster an understanding of a company's products or services, and not for any unjust purpose (eg, to obtain preferential treatment from the relevant foreign public official in the course of his or her duties), this may not necessarily be considered an act of bribery aimed at obtaining a 'wrongful gain in business'.

3.2 How are facilitation payments treated in your jurisdiction?

There is no provision that exempts facilitation payments from bribery in the Penal Code or in the Unfair Competition Prevention Act.

The Guidelines for the Prevention of Bribery of Foreign Public Officials state that since no exceptional provision regarding small facilitation payments is explicitly included in the Unfair Competition Prevention Act, the giving of any money or other benefit to a foreign public official in order to obtain a 'wrongful gain in business', even if the amount is small, will constitute a violation of the Unfair Competition Prevention Act. Therefore, it is impossible to escape punishment solely on the basis that the offence involved a so-called 'small facilitation payment'. Whether small facilitation payments violate the Unfair Competition Prevention Act will be determined based on the existence of an intention to obtain a 'wrongful gain in business'.

3.3 How is bribery through intermediaries and other third parties treated in your jurisdiction? Can those third parties be held liable?

Domestic bribery: As discussed in question 2.5, Article 197-4 of the Penal Code prohibits domestic public officials from intermediating bribery. Crimes of bribery can be also committed where:

  • third parties are used as a tool to send or receive a bribe; or
  • there is a conspiracy between third parties and bribers or domestic public officials.

Third parties can be punished under the Penal Code if:

  • they are domestic public officials who have intermediated bribery; or
  • they conspire with bribers or domestic public officials.

Foreign bribery: The Guidelines for the Prevention of Bribery of Foreign Public Officials suggest that giving, offering or promising to give any money or other benefit to a third party other than a foreign public official will constitute foreign bribery if:

  • there is a conspiracy between the foreign public official and the third party;
  • it is obvious that the money or benefit was given to the foreign public official, such as where the bribe is directed to a relative of that official; or
  • the foreign public official has used the third party as a conduit and has had that third party receive the money or benefit.

Third parties can be punished in certain cases – for instance, where third parties conspired about the bribery within the territory of Japan.

3.4 Can a company be held liable for bribery committed by management or other employees?

Domestic bribery: Companies are not prosecuted or punished under the Penal Code (see question 2.6).

Foreign bribery: As described in question 2.6, the Unfair Competition Prevention Act stipulates that if a representative, agent, employee or other worker of a corporation has committed foreign bribery with regard to the business of the corporation, in addition to the offender being subject to punishment, the corporation will be subject to a fine of up to JPY 300 million (Article 22(1)).

3.5 Can a company be held liable for bribery committed by domestic or foreign subsidiaries?

Domestic bribery: Companies are not prosecuted or punished under the Penal Code (see question 2.6).

Foreign bribery: The Guidelines for the Prevention of Bribery of Foreign Public Officials state that, although it is often the case that it is the overseas local entity that actually engages in or perpetrates the act of bribery, if an employee or officer of the parent company was involved then:

  • that employee or officer is likely to be found culpable as an accomplice to an offence of foreign bribery; and
  • the parent company is likely to be subject to punishment pursuant to Article 22 of the Unfair Competition Prevention Act (the dual criminal liability provision) (see question 2.6).

Whether the dual criminal liability provision will be applied to a parent company where a Japanese employee of its overseas subsidiary gave an improper benefit to a foreign public official will be assessed in light of the individual and specific circumstances, including:

  • the degree of involvement of the parent company in the regular business activities of the bribe-giver (the Japanese employee); and
  • the state of appointment and oversight of the bribe-giver (the Japanese employee) by the parent company.

If the bribe-giver (the Japanese employee) can be deemed to be virtually an employee of the parent company in Japan, then the dual criminal liability provision should apply to the parent company.

3.6 Post-merger or acquisition, can a successor company be held liable for bribery committed by legacy companies?

Domestic bribery: Companies are not prosecuted or punished under the Penal Code (see question 2.6).

Foreign bribery: A company may be subject to dual criminal liability under the Unfair Competition Prevention Act (see question 2.6).

In the case of a merger, the surviving company assumes the rights and obligations of the merged company and the merged company dissolves by operation of law on the effective date of the merger. However, the Supreme Court has issued a decision in a cartel case holding that the surviving company does not assume the criminal liability of the merged company. This case law may apply to foreign bribery. Based on this case, the surviving company will be unlikely to assume the merged company's criminal liability of foreign bribery. However, Article 492 of the Code of Criminal Procedure stipulates that if a company has been sentenced to a fine or confiscation, and that company is dissolved through a merger after the decision has become final and binding, the sentence may be imposed on the surviving company.

In case of acquisition, as described in question 3.5, the Guidelines for the Prevention of Bribery of Foreign Public Officials suggest that not only the subsidiary but also the parent company can be punished under the dual criminal liability provision of the Unfair Competition Prevention Act. However, the guidelines further explain that if an employee or officer of the parent company was not involved in the foreign bribery committed by the subsidiary's employee or officer before the acquisition, it is unlikely that the parent company will be held liable for such bribery.

4 Compliance

4.1 Is implementing an anti-corruption compliance programme a regulatory requirement in your jurisdiction?

Neither the Penal Code nor the Unfair Competition Prevention Act requires the implementation of an anti-corruption compliance programme. However, in one case involving foreign bribery the court, in determining the amount of the fine to impose, took into account the fact that the company had reviewed its compliance programme and taken measures to prevent the recurrence of bribery.

4.2 What compliance best practices should a company implement to mitigate the risk of anti-corruption violations?

The Guidelines for the Prevention of Bribery of Foreign Public Officials suggest that, although the specific details will vary significantly depending on the size or corporate structure of a company, the following elements are generally considered to be desirable in mitigating the risk of anti-corruption violations:

  • the formulation/announcement of basic policies of a company or group of company;
  • the formulation of internal rules, including rules for the approval of high-risk activities and rules on disciplinary punishments;
  • the development of organisational frameworks which clarify the division of roles within the company and the authority and responsibilities of the parties involved;
  • the implementation of educational activities in a company;
  • regular or irregular audits to confirm whether the internal rules are actually functioning; and
  • regular review by the management of the effectiveness of these preventive systems.

4.3 Which books and records requirements have relevance in the anti-corruption context?

Other than the general requirements on books and records under the Companies Act and the Regulations on Corporate Accounting, no specific requirements apply with respect to anti-corruption.

4.4 Are companies obliged to report financial irregularities or actual or potential anti-corruption violations?

There are no specific reporting obligations with respect to anti-corruption.

4.5 Does failure to implement an adequate anti-corruption programme constitute a regulatory and/or criminal violation in your jurisdiction?

Failure to implement an adequate anti-corruption programme in itself does not constitute a regulatory or criminal violation in Japan.

5 Enforcement

5.1 Can companies that voluntarily report anti-corruption violations or cooperate with investigations benefit from leniency in your jurisdiction?

There is no leniency programme with respect to anti-corruption violations. However, Article 42(1) of the Penal Code provides that the punishment of a person who has committed a crime and has voluntarily confessed before being identified as a suspect by an investigative authority may be reduced accordingly.

In addition, those who voluntarily report or cooperate with investigations of anti-corruption violations relating to another person may receive beneficial treatment under the plea-bargaining system (see question 5.4).

5.2 Can the existence of an anti-corruption compliance programme constitute a defence to charges of anti-corruption violations?

No Japanese law or regulation expressly recognises the existence of an anti-corruption compliance programme as a defence to charges of anti-corruption violations. However, with respect to the company's criminal liability, a Supreme Court decision concerning a company's dual criminal liability under the Foreign Exchange and Foreign Trade Act suggests that a company may avoid punishment by proving that it took necessary measures to prevent violations by its employees and officers. This case law may also apply to instances of bribery. Therefore, an adequate anti-corruption compliance programme may constitute a defence for a company that is accused under the dual criminal liability provision of the Unfair Competition Prevention Act.

In addition, as described in question 4.1, in one case involving foreign bribery the court took into account, in determining the amount of fine to impose, the fact that the company had reviewed its compliance programme and taken measures to prevent the recurrence of bribery.

5.3 What other defences are available to companies charged with anti-corruption violations?

No specific defence is stipulated in the legislation with respect to anti-corruption.

5.4 Can companies negotiate a pre-trial settlement through plea bargaining, settlement agreements or similar?

Japan introduced a plea-bargaining system (Article 350-2 of the Code of Criminal Procedure) on 1 June 2018. Under this system, a prosecutor may agree with a suspect or defendant (either an individual or a company) accused of certain types of crimes to refrain from or withdraw prosecution, or reduce criminal charges, in exchange for the suspect or defendant:

  • providing evidence or testimony about certain types of crimes committed by a third party; and/or
  • cooperating with the investigation thereof.

The crimes to which this system applies include domestic and foreign bribery.

Both individuals and companies may avail of this system. Companies may cooperate in an investigation of bribery committed by an employee as the crime of a third party. However, suspects or defendants cannot benefit by offering to cooperate in the investigation of crimes which they have committed themselves.

5.5 What penalties can be imposed for violations of the anti-corruption legislation? Can non-exhaustive penalties be imposed for such violations (eg, exclusion from public procurement, exclusion from entitlement to public benefits or aid, disqualification from the practice of certain commercial activities, judicial winding up)?

Domestic bribery: Under the Penal Code, anyone who commits domestic bribery will be subject to imprisonment for up to three years or a fine of up to JPY 2.5 million. A public official will be subject to imprisonment for:

  • up to five years for accepting, soliciting or promising to accept a bribe; or
  • up to seven years for agreeing to perform an act in response to a request.

If the public official who committed bribery consequently acted illegally or refrained from acting in the exercise of his or her duties, he or she will be subject to imprisonment for a definite term of at least a year. The received bribe will be confiscated or, if this is impossible, an equivalent sum of money will be collected.

Foreign bribery: Under the Unfair Competition Prevention Act, a person who gives, offers or promises a bribe will be subject to imprisonment for up to seven years, a fine of up to JPY 5 million or both. In the case of a company (see question 2.6), a fine of up to JPY 300 million may be imposed.

In addition, some government-affiliated institutions include policies on and penalties for bribery in their internal rules. For instance:

  • the Japan International Cooperation Agency (JICA) excludes those who have engaged in bribery from bidding on procurement agreements; and
  • the Japan Bank for International Cooperation (JBIC) takes appropriate action when bribery is discovered, such as:
    • refusing official export credit support;
    • suspending or cancelling loans; or
    • requiring mandatory prepayment.

5.6 What is the statute of limitations to prosecute anti-corruption violations in your jurisdiction?

Three years from cessation of the criminal act for domestic bribery and five years from cessation of the criminal act for foreign bribery.

6 Trends and predictions

6.1 How would you describe the current anti-corruption enforcement landscape and prevailing trends in your jurisdiction? Are any new developments anticipated in the next 12 months, including any proposed legislative reforms?

In 2019, the Organisation for Economic Co-operation and Development (OECD) Working Group on Bribery highlighted Japan's low enforcement rate for foreign bribery (see question 1.6). From 1999 to July 2021, only 14 individuals and two legal persons in total had been convicted in six foreign bribery cases. This situation may be attributable to a certain degree to investigators' inability to collect evidence in exchange for promising immunity. The recently adopted plea-bargaining system (see question 5.4) may change this situation, although there are still few use cases to date.

Apart from the plea-bargaining system, in response to the recommendations of the OECD working group, Japan has been strengthening the enforcement of foreign bribery. In one recent case that attracted attention, a former executive of the Tokyo Olympic Organising Committee was prosecuted in 2022 for accepting bribes totalling approximately JPY 2 billion in relation to sponsorship contracts.

7 Tips and traps

7.1 What are your top tips for the smooth implementation of a robust anti-corruption compliance programme and what potential sticking points would you highlight?

As the Japanese authorities are strengthening the enforcement of foreign bribery, companies should consider taking measures to effectively prevent foreign bribery. Japanese companies tend to prefer to entrust the governance and compliance management of foreign subsidiaries to the subsidiaries themselves, especially when such subsidiaries have been acquired. To address these growing risks, Japanese companies should implement a compliance programme that is equally stringent to that applicable to their domestic headquarters in their foreign subsidiaries, after adjusting for local realities as necessary. It may also be helpful to establish a global whistleblowing system that is easy to use for local employees. In addition, Japanese employees who are sent to work at foreign subsidiaries should familiarise themselves with the culture, social rituals and manners of the relevant country as soon as possible. Also, the high degree of loyalty that Japanese employees have for their employers may lead them to bribe in the belief that it will be in the company's interest. In training their employees, companies should tell them that such acts will not be praised, but will rather be subject to stringent disciplinary penalties as well as criminal punishment.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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